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                           THIRD AMENDED AND RESTATED
                            REVOLVING PROMISSORY NOTE

$10,000,000.00                                             Hartford, Connecticut
                                                                October 29, 1999

         ON DEMAND FOR VALUE RECEIVED, the undersigned, EDAC TECHNOLOGIES
CORPORATION, a Wisconsin corporation with a place of business at 1790 New
Britain Avenue, Farmington, Connecticut 06032 (hereinafter "BORROWER") promises
to pay to the order of FLEET NATIONAL BANK, f/k/a Fleet National Bank of
Connecticut, N.A. f/k/a Shawmut Bank of Connecticut f/k/a Connecticut National
Bank, a national banking association ("LENDER"), having a mailing address of 777
Main Street, Hartford, Connecticut, 06115 or at such other place as Lender may
from time to time designate in writing, the principal sum of TEN MILLION
($10,000,000.00) DOLLARS (the "PRINCIPAL AMOUNT") or, if less, the aggregate
unpaid principal amount of all Advances made pursuant to that certain Fifth
Amended and Restated Revolving Loan, Term Loan, Equipment Loan and Security
Agreement dated February 28, 1995, as amended by a certain Sixth Amendment to
Revolving Loan, Term Loan, Equipment Loan and Security Agreement dated July 31,
1995, as further amended by a certain Seventh Amendment to Revolving Loan, Term
Loan, Equipment Loan and Security Agreement and Reaffirmation of Guaranties
dated as of January 26, 1996, as further amended by a certain Eighth Amendment
to Revolving Loan, Term Loan, Equipment Loan and Security Agreement and
Reaffirmation of Guaranties dated as of April 10, 1996, as further amended by a
certain Ninth Amendment to Revolving Loan, Term Loan, Equipment Loan, Security
Agreement, Modification of Notes and Reaffirmation of Guaranties dated March 27,
1997 between Borrower and Lender, as further amended by a certain Tenth
Amendment to Revolving Loan, Term Loan, Equipment Loan and Security Agreement
and Reaffirmation of Guaranties dated May 22, 1998, as further amended by a
certain Eleventh Amendment to Revolving Loan, Term Loan, Equipment Loan,
Security Agreement dated as of June 30, 1998, as further amended by a Twelfth
Amendment to Loans and Security Agreements Modification of Notes and
Reaffirmation of Guaranties dated as of November __, 1998 and by a Forbearance
Agreement of even date herewith (as amended and in effect from time to time, the
"LOAN AGREEMENT"), together with (i) interest at the rate and in the manner
provided in the Loan Agreement; (ii) all amounts which may become due under the
Loan Agreement or any of the other Loan Documents; (iii) any costs and expenses,
including reasonable attorneys' and appraiser's fees incurred in the collection
of this Note or the enforcement of the Loan Agreement or any of the other Loan
Documents, foreclosure thereunder or in any litigation or controversy arising
from or connected with this Note, or the Loan Agreement or any of the other Loan
Documents; and (iv) all taxes or duties assessed upon said sum against Lender or
upon the debt evidenced hereby. All amounts owing under this Note and interest
thereon shall be payable in legal tender of the United States of America.
Capitalized terms used herein and not otherwise defined shall have the meanings
given to them in the Loan Agreement.

         Interest on the Principal Amount shall be computed on the basis of a
360-day year for actual days elapsed and shall be payable at the rate and in the
manner as provided in the Loan Agreement until all of said Principal Amount has
been fully paid, whether before or after the maturity hereof, by acceleration or
otherwise, and whether or not any judgment is obtained hereon. If not sooner
paid, the Principal Amount, together with all accrued but unpaid interest
thereon, shall be due and

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payable on June 30, 2001 or such earlier date as provided in the Loan Agreement
(including by reason of an acceleration upon the occurrence of an Event of
Default) (the "MATURITY DATE").

         In the event that Lender has not received, within ten (10) days of its
due date, any payment of principal or interest due hereunder (excluding any
Principal Amount or interest due upon the Maturity Date), or payment with
respect to any other payment due under this Note, Borrower shall be subject to a
late charge equal to five (5%) percent of any such payment.

         Upon the occurrence of default by Borrower in the performance of any of
Borrower's obligations hereunder, or an Event of Default as defined in the Loan
Agreement or in any other Loan Documents, Lender may, at its option, accelerate
Borrower's obligations hereunder and declare the entire unpaid Principal Amount,
together with accrued interest and all other amounts then due which are
evidenced by this Note, to be immediately due and payable, without the necessity
for demand or additional notice. In addition, upon the occurrence of such
default or Event of Default or after the Maturity Date, the interest rate of
this Note shall increase without notice, as provided in the Loan Agreement.
Failure to exercise these options shall not constitute a waiver of the right to
exercise the same in the event of any subsequent default.

         Borrower may prepay the Note only in accordance with the terms of the
Loan Agreement.

         Notwithstanding any provisions of this Note, it is the understanding
and agreement of Borrower and Lender that the maximum rate of interest to be
paid by Borrower to Lender shall not exceed the highest of the maximum rate of
interest permissible to be charged by Lender under applicable laws. Any amount
paid in excess of such rate shall be deemed to be a payment in reduction of
principal except to the extent that such amount is in excess of the then
outstanding Principal Amount, in which event such excess shall be returned to
the Borrower.

         This Note shall be governed by and construed in accordance with the
laws of the State of Connecticut. This Note shall bind the successors and
assigns of Borrower, and shall inure to the benefit of Lender and its successors
and assigns. This Note may not be changed or terminated orally, but only by an
agreement in writing signed by the party against whom enforcement of any such
change or termination is sought.

         Whenever in this Note words of any gender appear, they shall be deemed
to apply equally to any other gender. Whenever used in this Note, the plural
shall include the singular and the singular shall include the plural, as the
context shall require. In the event that Borrower consists of more than one
person or entity, the obligations hereunder shall be joint and several.

         This Note amends, restates, and supersedes in its entirety a certain
Second Amended and Restated Revolving Promissory Note dated as of June 30, 1998
in the original principal amount of $13,000,000.00 from the Borrower to the
Lender (as amended and in effect from time to time, the "ORIGINAL NOTE") and the
Original Note shall have no further force and effect except to the extent
necessary to preserve and maintain the Lender's previously filed and fully
protected security interest in the personal property of the Borrower. Nothing
contained herein shall constitute a novation of the Original Note.

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         TO INDUCE LENDER TO ENTER INTO THE COMMERCIAL LOAN TRANSACTION
EVIDENCED BY THIS NOTE, THE LOAN AGREEMENT, AND ANY OTHER LOAN DOCUMENTS
EVIDENCING OR SECURING THE SAME, BORROWER AGREES THAT THIS IS A COMMERCIAL
TRANSACTION AND NOT A CONSUMER TRANSACTION, AND WAIVES ANY RIGHT TO NOTICE AND A
HEARING AND AUTHORIZES LENDER'S ATTORNEY TO ISSUE A WRIT FOR A PREJUDGMENT
REMEDY WITHOUT COURT ORDER, PROVIDED THE COMPLAINT SHALL SET FORTH A COPY OF
THIS WAIVER AND WAIVES ANY CLAIM IN TORT, CONTRACT OR OTHERWISE AGAINST LENDER'S
ATTORNEY WHICH MAY ARISE OUT OF SUCH ISSUANCE OF A WRIT FOR A PREJUDGMENT REMEDY
WITHOUT COURT ORDER. BORROWER FURTHER WAIVES ANY RIGHT IT MAY HAVE TO REQUEST
THAT LENDER POST A BOND IN CONNECTION WITH ANY SUCH PREJUDGMENT REMEDY. BORROWER
ACKNOWLEDGES AND STIPULATES THAT SUCH WAIVER AND AUTHORIZATION GRANTED ABOVE ARE
MADE KNOWINGLY AND FREELY AND AFTER FULL CONSULTATION WITH COUNSEL.
SPECIFICALLY, BORROWER RECOGNIZES AND UNDERSTANDS THAT THE EXERCISE OF LENDER'S
RIGHTS DESCRIBED ABOVE MAY RESULT IN THE ATTACHMENT OF OR LEVY AGAINST
BORROWER'S PROPERTY, AND SUCH WRIT FOR A PREJUDGMENT REMEDY WILL NOT HAVE THE
PRIOR WRITTEN APPROVAL OR SCRUTINY OF A COURT OF LAW OR OTHER JUDICIAL OFFICER
NOR WILL BORROWER HAVE THE RIGHT TO ANY NOTICE OR PRIOR HEARING WHERE BORROWER
MIGHT CONTEST SUCH A PROCEDURE. THE INTENT OF BORROWER IS TO GRANT TO LENDER FOR
GOOD AND VALUABLE CONSIDERATION THE RIGHT TO OBTAIN SUCH A PREJUDGMENT REMEDY
AND TO EXPRESS ITS BELIEF THAT ANY SUCH PREJUDGMENT REMEDY OBTAINED IS VALID AND
CONSTITUTIONAL. FURTHER, TO THE EXTENT ALLOWED UNDER APPLICABLE LAW, BORROWER
HEREBY WAIVES DEMAND, PRESENTMENT FOR PAYMENT, PROTEST, NOTICE OF PROTEST,
NOTICE OF DISHONOR, DILIGENCE IN COLLECTION, NOTICE OF NONPAYMENT OF THIS NOTE
AND ANY AND ALL NOTICES OF A LIKE NATURE.

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         Lender may at any time pledge all or any portion of its rights under
this note and any other loan documents evidencing, securing or relating thereto
to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the
Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or enforcement
thereof shall release Lender from its obligations under any of the loan
documents.


                                           BORROWER:
                                           EDAC TECHNOLOGIES CORPORATION


                                           By: /s/ Ronald G. Popolizio
                                              ----------------------------------
                                                   Ronald G. Popolizio
                                                   Its Vice President
                                                   (Duly Authorized)

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